Share’s code: 000550 Share’s Name: Jiangling Motors No.: 2025-025
200550 Jiangling B
Jiangling Motors Corporation Ltd.Public Announcement on Related Party Transactions
Jiangling Motors Corporation Ltd. and its Board members undertake that the
information disclosed herein is truthful accurate and complete and does not
contain any false statement misrepresentation or major omission.
1. Brief Introduction
The Board of Directors of Jiangling Motors Corporation Ltd. (hereinafter referred to
as "JMC" or the "Company") approved the related party transaction between Bosch
Electric Drive System (Nanchang) Co. Ltd. and the Company in form of paper meeting
during the period from May 21 2025 to May 28 2025.Nine Directors shall attend this Board meeting and nine Directors were present.Bosch Electric Drive System (Nanchang) Co. Ltd. will supply controllers and electric
drive axle products to JMC and the annual amount of the transaction expected to be
RMB 180 million. As Jiangling Motors Group Co. Ltd. (hereinafter referred to as the
“JMCG”) holds a 40% equity interest in Bosch Electric Drive System (Nanchang) Co.Ltd. and JMCG holds 50% equity interest in Nanchang Jiangling Investment Co. Ltd.a controlling shareholder of the Company the transaction constitutes a related party
transaction.When voting on the proposal Director Qiu Tiangao and Director Zhong Junhua
withdrew from the voting and all the other Directors agreed with this proposal.This related party transaction does not constitute a material asset reorganization
stipulated in Measures for the Administration of Material Asset Reorganization of
Listed Companies promulgated by CSRC.
2. Brief Summary of the Related Party
Company Name: Bosch Electric Drive System (Nanchang) Co. Ltd.Registered Address: No. 256 Fushan Road Xiaolan Economic and Technological
Development Zone Nanchang County Nanchang City Jiangxi
Province P.R.C.Enterprise Type: Limited liability company (foreign-invested non-wholly owned)
Registered capital: RMB 500 million
Registered Date: January 19 2025
Legal representative: ZEHE Marco
Business Scope: Auto parts and accessories manufacturing motor manufacturing
1motor and its control system research and development
electromechanical coupling system research and development
technical services technology development technical consultation
technical exchange technology transfer technology promotion auto
parts wholesale auto parts retail machinery parts parts sales import
and export of technology import and export of goods.Ownership structure:
ROBERT BOSCH INTERNATIONALE BETEILIGUNGEN AG holds 50% equity
JMCG holds 40% equity and Bosch (China) Investment Ltd. holds 10% equity.Relationship Description:
As JMCG holds a 40% equity interest in Bosch Electric Drive System (Nanchang) Co.Ltd. and JMCG holds 50% equity interest in Nanchang Jiangling Investment Co. Ltd.a controlling shareholder of the Company according to the Rules Governing the Listing
of Stocks on Shenzhen Stock Exchange and other relevant regulations Bosch Electric
Drive System (Nanchang) Co. Ltd. is a related legal person of the Company.After inquiry Bosch Electric Drive System (Nanchang) Co. Ltd. is not person subject
to enforcement for dishonesty.
3. Main Contents of Related Party Transaction Agreement
i. During the term hereof Bosch Electric Drive System (Nanchang) Co. Ltd. will
supply auto parts or materials required for production in accordance with provisions
hereof and requirements of JMC.ii. During the term of this agreement Bosch Electric Drive System (Nanchang) Co.Ltd. shall supply the products to JMC in accordance with this agreement the price
agreement signed by both parties and other conditions. Bosch Electric Drive System
(Nanchang) Co. Ltd. shall actively cooperate with JMC to optimize the material cost
reduction.iii. The parties may choose to pay in any of the following ways:
a. JMC will pay thirty days after the invoice is issued by Bosch Electric Drive System
(Nanchang) Co. Ltd. If such payment method is chosen Bosch Electric Drive System
(Nanchang) Co. Ltd. will give JMC a discount.b. JMC will pay sixty days after the invoice is issued by Bosch Electric Drive System
(Nanchang) Co. Ltd.
4. Pricing Policy of the Related Party Transaction
If the Company purchases products from related parties and the market price of the
same products is available the market price shall be implemented; If the corresponding
market data of special parts and services cannot or is difficult to obtain the price shall
2be determined through the process of supplier quotes costing assessment and
negotiation between both parties.
5. Purpose and Impact of the Related Party Transaction on JMC
The above-mentioned related party transactions are regular and recurring transactions
between JMC and the related parties. The transactions are essential for ensuring the
normal production and sales of the Company’s products as they are necessary for the
Company’s continuous operations. The goods purchased from the related parties are
mostly unique components required by the Company’s products. When conducting
transactions with related parties the Company adheres to the principles of fairness
transparency and impartiality. The transaction prices are fair and all the transactions
comply with the requirements of relevant laws and regulations ensuring that no harm
is done to the interests of the Company and its small and medium shareholders.
6. As of April 30 2025 the Company has not had any transaction with Bosch Electric
Drive System (Nanchang) Co. Ltd.
7. Opinions of the Special Meeting of Independent Directors
Before the proposal on related party transaction between Bosch Electric Drive System
(Nanchang) Co. Ltd. and the Company is submitted to the Board of Directors for
consideration it has been reviewed at the 2025 First Special Meeting of Independent
Directors of the Eleventh Board of Directors of the Company and approved by all the
Independent Directors. The Independent Directors of the Company issued the following
review opinions:
The related party transactions between Bosch Electric Drive System (Nanchang) Co.Ltd. and the Company are based on the Company’s normal business operations and
meet the actual operational needs of the Company. The related party transactions adhere
to the principles of objectivity fairness and impartiality do not harm the legitimate
interests of the Company and its shareholders especially those of small and medium
shareholders and comply with the relevant regulations of China Securities Regulatory
Commission and Shenzhen Stock Exchange.Therefore all the Independent Directors agree to the proposal and agree to submit the
proposal to the Board of Directors of the Company for consideration while the related
Directors shall withdraw from voting in accordance with the regulations.
38. Documents for Reference
1. Resolution of the Board of Directors of Jiangling Motors Corporation Ltd.;
2. Review Opinion of the 2025 First Special Meeting of Independent Directors of the
Eleventh Board of Directors of the Company
Board of Directors
Jiangling Motors Corporation Ltd.May 30 2025
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